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All boards of trade, whether registered under Part I or Part II of the Boards of Trade Act (BOTA), require by-laws to set out the rules for governing and operating the board of trade. If the board of trade is registered under Part II, however, the application to create the board of trade must include a copy of the by-laws, which will be approved by Corporations Canada on behalf of the Minister of Innovation, Science and Economic Development.
Information on creating a board of trade is also available.
Provisions that must be included in board of trade by-laws
The by-laws of a board of trade must include the following:
- conditions of membership including:
- whether societies or companies can become members
- rules for the admission, expulsion, retirement or withdrawal of members
- rules for the imposition of penalties
- mode of holding meetings including voting rights of members
- rules for council meetings including:
- rules for fixing the date and place of regular meetings of the council
- powers to be exercised by the council
- rules for the management of its council, officers and affairs
- rules for the appointment and removal of the directors, trustees, committees or officers, and their respective powers and remuneration
- provision for audit of accounts and appointment of auditors
- provision for custody of the seal of, and certifying of documents issued by, the board of trade.
Corporations Canada has developed a tool for boards of trade incorporated under the Boards of Trade Act (BOTA). Boards of trade are encouraged to refer to the By-law builder: boards of trade when looking for guidance with new by-laws or when conducting a review of their existing by-laws.
The needs of an existing board of trade may change over time. Therefore, the board may want to modify their existing by-laws to better meet their current objectives. Changes to by-laws for a board of trade registered under Part II must be approved by Corporations Canada on behalf of the Minister of Innovation, Science and Economic Development (see How to file and pay for an application). The changes to the by-laws are not in force, nor can they be acted upon, until the approval of the Minister has been obtained. Ministerial approval will ordinarily be dated as of the date of receipt of the acceptable request by Corporations Canada.
If you do not have a copy of the current by-laws, contact Corporations Canada (see Contact us) to obtain a copy of the by-laws on file.
We will return a change of by-law application if it is filed by a board of trade registered under Part I of BOTA because this part does not require a board to file its by-laws with Corporations Canada nor obtain ministerial approval of these by-laws.
Documents required to request a change of by-laws (Part II of BOTA only)
An application for approval of by-law changes consists of a letter that must include:
- a clear indication that you are seeking ministerial approval of changes to your by-laws
- the date on which the members of the board of trade approved the by-laws
- a clear indication that you are seeking a review of specific provisions or a full review of the by-laws and
- a clean copy of the revised by-laws, with no markings indicating the changes, that will be put into the board of trade's file once the by-laws have been approved.
If the changes to the by-laws consist of only a few provisions being changed (for example, one or two provisions), the following must also be included:
- a clear explanation of the provisions of the by-laws being changed
- a copy of the provisions as they currently exist and
- the replacement text for the provisions so that a comparison can be done.
If there is no indication of what is being changed or if more than a few provisions are being changed, the by-laws will be given a complete review.